WIGS Software License Sample Clauses

WIGS Software License. (a) Seller hereby grants to the Purchased Entity, effective as of the Closing, a perpetual, irrevocable, non-exclusive, non-sublicenseable (except as provided in Section 5.25(b)), non-transferable (except as provided in Section 5.25(e)) license under Seller’s Intellectual Property Rights to the extent embodied in the WIGS Software, to copy and use internally (including to provide services to direct customers of a WIGS Licensee) the WIGS Software in the operation of the Business in substantially the same form and manner, and for substantially the same purposes, as such WIGS Software was used in the operation of the Business during the Reference Period. (b) The license granted in Section 5.25(a) may be sublicensed to an entity that is a wholly owned subsidiary of the Purchased Entity but only for so long as such entity is a wholly owned subsidiary of the Purchased Entity (such entity and the Purchased Entity, each a “WIGS Licensee”). Upon such entity ceasing to be a wholly owned subsidiary of the Purchased Entity, such sublicense shall immediately terminate. The Purchased Entity shall be liable for any breach of the terms of this Section 5.25 by any such WIGS Licensee. (c) During the WIGS Update Period, (i) the Purchased Entity may, consistent with its practice prior to the Closing, including with respect to the frequency of such requests, request from Seller any available updates to the WIGS Software, and (ii) upon such request, such updates will be provided to the Purchased Entity in a manner to be determined between the parties and may include download or other transfer mechanics. (d) The WIGS Software shall be considered Seller’s Confidential Information (as defined in the Confidentiality Agreement). The WIGS Software shall not be disclosed to, or licensed to, any third parties or used for the benefit of any third party (except as may be necessary to provide services to direct customers of a WIGS Licensee). The Purchased Entity shall not, and shall not permit any other Person to, attempt to decompile or reverse engineer such software or otherwise attempt to derive the source code thereof or create derivative works therefrom. All rights to the WIGS Software, other than those expressly granted hereunder, are reserved to Seller and its Affiliates. (e) The license set forth in Section 5.25(a) is not assumable by any third party (including any successor to the Purchased Entity) or assignable or transferable by the Purchased Entity and the Purchased Entity may...